1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background: Context of the joint venture, including business objectives and parties' intentions
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Formation of the Joint Venture Company: Details of company formation, including name, registered office, and business objectives
5. Capital Structure: Share capital, classes of shares, and initial shareholding percentages
6. Subscription and Payment: Terms of share subscription, payment schedule, and capital contribution requirements
7. Corporate Governance: Board composition, appointment rights, voting requirements, and management structure
8. Shareholder Rights and Obligations: Detailed rights and obligations of shareholders, including voting rights and pre-emptive rights
9. Reserved Matters: Decisions requiring special majority or unanimous approval
10. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights
11. Dividend Policy: Framework for dividend declarations and distributions
12. Deadlock Resolution: Procedures for resolving management or shareholder deadlocks
13. Termination: Circumstances and procedures for terminating the agreement
14. Exit Provisions: Mechanisms for shareholders to exit the joint venture
15. Confidentiality: Protection of confidential information and trade secrets
16. Non-Competition: Restrictions on competitive activities
17. Governing Law and Dispute Resolution: Applicable law and methods for resolving disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
